SEYCHELLES

1. GENERAL ASPECTS

Seychelles International Business Companies are valuable alternatives to offshore companies established in jurisdictions such as the British Virgin Islands.  In December 1994, Seychelles enacted legislation enabling the registration of International Business Companies, International Trusts, and the licensing of International (free) Trade Zone Companies. Although not dissimilar to those of the well-established offshore jurisdictions such as the Cayman, the laws take a most comprehensive, modern, and attractive approach to offshore companies' establishment and operation.

 

The Business Tax (Amendment) Act 2018 introduces a Territorial Tax System in Seychelles. As such, a Seychelles tax resident, including an IBC, is liable for Seychelles tax on any Seychelles-sourced income. Similarly, foreign-sourced income or international profits made by an IBC are not taxable in Seychelles. It is advisable to always check with us to confirm the tax liability of the IBC if it is carrying out its activities in Seychelles.

 

The exemption from Seychelles stamp duty remains on the transfer of IBC shares, other IBC securities, and on all other transactions relating to the business of an IBC.

 

Seychelles is one of the fastest IBC registrars in the world. The International Business Companies (Amendment) Act, 2018, governs the operations of offshore companies. The registration process in Seychelles is straightforward.

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1.1. Company Law

International Business Companies (Amendment) Act 2018. This Act (The "Act"), which was signed in December 2018, has repealed and replaced the relevant sections of the International Business Companies Act, 2016 (The "IBC Act").  Including amendments per Act No. 9 of 1995, Act No. 9 of 1997, Act No. 5 of 2000, Act No. 31 of 2005, Act No. 28 of 2007, and Act No. 33 of 2007, Act 15 of 2013, Act 15 of 2016, Act 12 of 2018 and Act 15 of 2018.

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1.2. Types of Companies

Several types of companies are now allowed under the new Act. These are:

• International Business Company (IBC)

• Protected cell companies (PCC)

• Limited Life Companies

 

1.3. Incorporation and Administration

• Excellent availability of company names for incorporation.

• Familiarity of incorporation documents (Memorandum & Articles of Association, Certificate of Incorporation) because the Republic of Seychelles is a member of the Commonwealth of Nations.

• Incorporation documents may be drafted in any language and submitted together with an English or French translation.

• Speedy incorporation procedures and simple ongoing administration.

• The Seychelles Registry is equipped with modern, sophisticated computer equipment, improving speed and efficiency in processing documents.

• Shelf companies are available.

• Total exemption from taxation for any business activity or transaction carried out outside Seychelles.

• No requirement to file financial statements; no requirement to hold annual general meetings of shareholders or directors.

• Good formation and maintenance costs and fees.

 

IMPORTANT NOTE: Following regulatory and legal provisions, our firm maintains internal policies related to the processes of "Due Diligence" and "Know your Client", as routine to avoid the occurrence of illicit activities, protecting our clients and our business.

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2. INCORPORATION PROCEDURE

 

2.1. Company Name

Anything identical or similar to a company already incorporated. Anything that implies patronage of Seychelles, or any other government, insurance, royal, imperial, or any other name that may imply that a company intends to undertake a licensable or undesirable activity.

 

A Seychelles IBC name must end in an approved suffix to denote limited liability: including "Limited", "LTD.", "Corporation", "Corp.", "Incorporated", "Inc.".  The complete list of approved suffixes is available on request.

 

IBC Name Restrictions: it is prohibited for a Seychelles IBC name to contain words such as "Assurance", "Bank", "Trust", "Building Society", "Cooperative", "Chamber of Commerce", "Chartered", "Insurance", "Imperial", "Municipal" or "Foundation" or which suggests the patronage of any government. It is prohibited to use a name already in use or any names deemed by the Registrar to be indecent, offensive, or misleading. The following words are not permitted as IBC names unless evidence of the appropriate license or permission is provided: "Casino", "Fund", "Securities," and "University".

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Language of IBC Name: while generally in English, an IBC name can also be registered in any language; this requires a translator's certificate (English or French translation and transliteration). It is also possible to have bilingual Memo & Arts documentation in English, French, and any other language.

 

2.2. Uses of a Seychelles IBC

• IBC's may engage in any lawful business in any country and may carry on transactions in whatever currencies they choose.

• Holder of bank accounts, fixed deposits, investment plans, and any other financial or commercial title.

• Owner of the shares of other companies or legal entities.

• Owner of apartments, houses, buildings, vessels, and any other movable or immovable property or goods.

• Manager or promoter of international business transactions.

• International leasing of vehicles, machinery, and others.

• Borrowing or lending money, paying or receiving commissions, royalties, or others.

• Marketing and promotion of products and services.

• Other commercial and financial activities.

 

2.3. Capital

• The standard authorized share capital is US$50,000 (but that can be changed if required by the client, and the annual government license fee is US$100 plus taxes irrespective of the amount of the authorized share capital).

• The standard minimum issued capital is US$1.

• The standard currency is the United States Dollar, but any other convertible currencies are permitted.

• The IBC Act allows for Seychelles IBCs to issue registered shares only.

• The IBC Act requires that all issued shares be paid-up – i.e., issued in exchange for payment to the Company in cash or other valuable consideration. Such amount as the directors may determine but cannot be less than the par value per share.

 

2.4. Registered Agent

A Seychelles IBC is required by the IBC Act to have a Registered Agent in Seychelles (which must hold a current license to provide international corporate services issued by the Seychelles International Business Authority). All documents relating to the IBC must be filed with the Registry by its Registered Agent.

 

2.5. Registered Office

• A Seychelles IBC is required by law to have a Registered Office in Seychelles.

• An IBC must keep the original or a copy of its Register of Shares and Register of Directors at its Registered Office in Seychelles. The Registers may be in electronic or other data storage format.

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2.6. Shares

Only registered shares are allowed to be issued. Bearer shares have been abolished.

 

2.7. Directors, Officers, and Shareholders

• Every Company is required to have one or more directors and shareholders, and corporate directors/shareholders are permissible.

• There are no nationality or residency requirements for directors and shareholders.

• Every Company is required to have its Register of Directors filed at the Registry within 30 days of its first director(s) appointment. (However, this will not be made public once it is filed).

• Any change made in the directors' structure, officers, and shareholders must be duly registered in the Company's Registers. The same must be kept at the Register Office of the same.

• Within 30 days after the change made in the directors' structure, the Register of Directors will need to be filed at the Registry. (However, this will not be made public once it is filed)

• Directors may grant special and general power of attorney.

• Nor the directors or officers of the Company need to be shareholders of the same.

• There is no public filing or access to director/shareholder details.

• The location of Directors/shareholders meetings could be anywhere, and the Directors/Shareholders may attend meetings by proxy or via telephone or other electronic means.

 

The Articles specify proceedings at meetings, voting, and members (i.e., shareholders) acting through representatives at meetings. Members may be represented by a natural person or a body corporate. Members may also be represented by proxy.

 

2.8. Statutory Registered

An IBC must maintain a Register of Shares containing:

• The name and address of each registered shareholder,

• The name and address of each holder of the shares,

• The number of each class and series of shares held by each shareholder,

• The date on which the name of each member was entered in the Register, and

• The date on which any person ceased to be a member.

 

An IBC must maintain a Register of Directors containing the name and address of each director and other officers of the Company, their date of appointment, and the date each person ceased to be a director or other officer.

 

An IBC must maintain a Register of Beneficial Owner, containing:

• Name, address, Date of Birth, and Nationality of the Beneficial Owner.

• Particulars of each Beneficial Owner beneficial interest and how it is held.

• The date on which a person became a Beneficial Owner.

• The date on which a person ceased to be a Beneficial Owner.

 

Seychelles IBCs may (optionally) maintain various other registers from time to time, for example - a Register of Charges if the IBC creates a charge over all or any of its property. The Register of Charges will also need to be filed at the Registry.

 

2.9. Accounts

​There is no requirement to file financial statements or annual returns, but a company must keep records to reflect its financial position.  The Company's accounting books, journals, and minutes may be kept in any place or country chosen by the director; the Registered Agent must keep written confirmation regarding the Company's accounting records' location.

 

2.10. Government Taxes

Annual Tax for License …..………. US$150.50

 

The above-mentioned government tax will apply as from the calendar year following the calendar year in which the Company was organized. Payment to the government authorities must be made through the Registered Agent, according to the following requirements:

a)   The maturity date of the corporation goes according to their date of organization.

b)   After the maturity date of the organization of the corporation, surcharges will be applied over the amount of the Annual Fee as follows:

* 10% over the Annual Fee's value (if the client does not pay before or on the date of organization' anniversary).

* 50% over the Annual Fee's value (if the client does not pay within 90 days after the date of organization' anniversary).

 

If the annual tax payment is not paid after 180 days of the Company's anniversary date, the Company will be struck off of the Registry.

 

The Striking Off shall only occur on 1st January of the next ensuing period.

 

However, it may be later restored through the payment of an additional fine. Please note that during the year following the year of organization, we will forward a notice of the date and manner of payment of the Annual Tax for License and the Agent and Registered Office fees.

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2.11. Annual Return

By the Annual Return, an IBC will certify to its Registered Agent:

a)    The Company keeps accounting records following the Act's requirement and confirms the location where the accounting records are being held.

b)    The Company keeps minutes of meetings and copies of written resolutions of members and directors following the Act's requirements and confirms the minutes and resolutions' location.

c)    The Company can furnish any of its accounting records, minutes, and resolutions if requested in Seychelles' written law within the period specified in the request.

 

2.12. Company Seal

The Common Seal is optional depending on your needs since the IBC ACT does not establish the same is mandatory.

 

2.13. Confidentiality

There is no requirement to enter the names of directors, shareholders, and Beneficial Owners in a public registry.

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However, it is essential to note that a ROD must be maintained at the company' Registered Office, and it also needs to be filed at the Registry (not available to the Public, though). The Registry filing is done upon the first director's appointment and if there are any changes made to the previously filed ROD.

 

The Register of Members, Register of Beneficial Owners, and Register of Charges (if applicable) are also required at the Company's Registered Office

 

2.14. Transfer of Jurisdiction

Based on the IBC Act, a company incorporated under the laws of a jurisdiction outside the Republic of Seychelles (that is, a foreign company) may continue, permanently or provisionally, as a company incorporated under the IBC Act if it fulfills the requirements prescribed by the IBC Act.